Nonprofit Corporation Director Election and Term Rules in Louisiana
At a glance
| Governing act and board route | Louisiana Nonprofit Corporation Law, title 12 ch. 2; affairs managed by board subject to chapter and document limits (§ 12:224(B)) |
|---|---|
| Initial directors and first selection | Articles must name initial directors, addresses, and terms; first board is excepted from successor member-election rule (§§ 12:203(B)(8), 12:224(C)) |
| Who chooses successor directors | Voting members elect after first board unless articles expressly provide another method (§ 12:224(C)) |
| Member and class election rights | Articles may give a member class or series all or specified director seats or a director class; voting members otherwise elect (§ 12:224(C), (F)) |
| Director term and maximum | One year unless articles/bylaws differ; no director may be elected for a single term longer than five years (§ 12:224(B)–(C)) |
| Staggered terms | Articles/bylaws may prescribe director classification and terms; articles may assign a director class to a member class/series; elected single-term cap is five years (§ 12:224(B), (E), (F)) |
| Term after filling a vacancy | Unless documents differ, vacancy filler, including one members elect after removal, serves unexpired term (§ 12:224(E)(3)–(4)) |
| Holdover after term expires | Director stays until successor chosen/elected and qualified, subject to document rule for default one-year term (§ 12:224(B)–(C)) |
Requirements one by one
First board and later elections
Chapter 2 places the corporation's affairs under a board, subject to the statute and governing documents (§ 12:224). The articles must name the initial directors, their addresses, and their terms (§ 12:203). Voting members elect later directors unless the articles expressly set another method (§ 12:224). The articles may grant a member class or series the right to elect all directors, specified seats, or a director class (§ 12:224).
Terms, classes, and replacements
Directors ordinarily serve one year and continue until successors are chosen and qualified. The articles or bylaws may provide a different term, but no director may be elected for a single term longer than five years (§ 12:224). Those documents may prescribe director classification and terms; the articles can connect a director class to a member class or series (§ 12:224).
Unless the documents change the vacancy rule, a replacement fills the unexpired term. Members may elect a replacement at a special meeting before the remaining board acts; a replacement elected after removal also receives the unexpired term (§ 12:224). The separate removal and vacancy survey addresses how the seat opens and who fills it.
What trips people up
The five-year ceiling limits each elected single term, rather than setting a lifetime service cap (§ 12:224).
Common questions
Can the articles assign director seats to a membership class? Yes; they may give a class or series all or a portion of the director elections (§ 12:224).
Does a replacement get a new full term? The statute's ordinary vacancy route gives the unexpired term (§ 12:224).
Statutes and sources
Current official Louisiana Revised Statutes §§ 12:203 and 12:224, accessed October 3, 2026. Verbatim excerpts and official section links appear in the statute citations above.
Source links
Every statute quoted above, linked, with the date we checked it.
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